NOMADAR Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Private Placement
On February 27, 2026, Nomadar Corp., a Delaware corporation (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with an unaffiliated third-party accredited investor, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to $5,405,417 of the Company’s class A common stock, par value $0.00001 per share (the “Common Stock”), in one or more closings, at a price per share equal to $3.65 (the “Per Share Purchase Price”), representing the issuance of up to 1,480,937 shares of Common Stock, in three separate tranches (the “Offering”). On March 3, 2026, the Company closed the first tranche of the Offering, and issued 584,969 shares of Common Stock to the investor at the Per Share Purchase Price. The second and third tranches of the Offering are scheduled to close on March 31, 2026 and April 30, 2026, respectively. The securities sold in connection with the Offering were sold, and the Company intends to sell additional securities in subsequent tranches in connection with the Offering, under the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering.
A form of the Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the form of the Subscription Agreement.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K under the heading “Private Placement” is incorporated by reference into this Item 3.02.
Forward Looking Statements
This Current Report on Form 8-K include “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. This forward-looking information relates to future events or future performance of Nomadar including but not limited to the closing of subsequent tranches of the Company’s private placement offering. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “aim”, “seek”, “is/are likely to”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other comparable terminology intended to identify forward-looking statements. Forward-looking statements are based on certain assumptions and analyses made by the management of Nomadar in light of its experience and understanding of historical trends and current conditions and other factors management believes are appropriate to consider, which are subject to risks and uncertainties. Although Nomadar’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and actual results may vary materially from the forward-looking information presented. Given these risks and uncertainties underlying the assumptions made, prospective purchasers of Nomadar’s securities should not place undue reliance on these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, Nomadar undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on Nomadar’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Potential investors should read this document with the understanding that Nomadar’s actual future results may be materially different from what is currently anticipated. The Company cautions investors that actual results may differ materially from those anticipated and encourages investors to review other factors that may affect its future results in the Registration Statement and other filings with the SEC, available at www.sec.gov.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Form of Subscription Agreement | |
| 104 | Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nomadar Corp. | ||
| Date: March 5, 2026 | ||
| By: | /s/ Rafael Contreras | |
| Name: | Rafael Contreras | |
| Title: | Chief Executive Officer | |